Common use of Termination by the Company Without Cause or by Executive With Good Reason Clause in Contracts

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensation.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates that Executive’s employment with hereunder is terminated by the Company without Cause during the Term or Cause, by Executive terminates Executive’s employment with Good Reason during or as a result of the TermCompany providing Executive with notice of its intent not to renew the Employment Term pursuant to Section 3, then the Company shall (1) pay provide Executive with the Accrued Obligationssame payments and benefits set forth in Section 8(a). Further, within the time period required by applicable law, and (2) provided that Executive timely executes and timely returns (and does not revoke) a general release of all claims against the Company in a form and substance reasonably requested by the Company (the attached hereto as Exhibit A(a “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”’’) and the Release becomes effective within 60 days following the date of Executive’s termination, then Executive shall also receive: (bi) two (2) times any Annual a pro rata Bonus awarded to Executive by the Compensation Committee for the year prior to the year Target Year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practicestermination became effective, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive payable on the first regular payroll same date that bonuses are payable to other executives of the first month Company in the year following the sixtieth such Target Year; (60thii) day after the effective date of termination continued payment of Executive’s employment Base Compensation during the twenty four (“Termination Date”24) and the remaining payments being made month period immediately following Executive’s termination on the Company’s regular regularly scheduled payroll dates thereafter through dates; (iii) vesting of 50% of any otherwise unvested portion of all equity awards held by Executive immediately prior to his termination date; and (iv) reimbursement for Executive’s payment of COBRA premiums until the end earlier of (x) the eighteen (18) months following Executive’s termination date, and (y) the date Executive obtains other employment that offers substantially comparable medical insurance coverage, payable over such period on the Company’s regularly scheduled payroll dates; provided, however, that if the 60 day period for the Release to become effective begins in one calendar year and ends in a second calendar year, the first installment of the twenty-four-month period immediately following payments made under (ii) and (ii) hereof shall not be paid until the Termination Date, provided that the first payment second calendar year and shall include any all amounts that would otherwise have been payable during paid prior to such date if such delay had not applied; and provided, further, if the period between Company’s reimbursement of the Termination Date COBRA premium contributions as described in (iii) hereof, would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act, Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”) or applicable regulations or guidance issued thereunder, Executive and the date of the first payment. The Continued Bonus shall be paid Company agree to work together in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation good faith to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensationrestructure such benefit.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates Subject to Section 5(e) below, if Executive’s employment with the Company without Cause hereunder is terminated during the Term or Executive terminates (I) by the Company other than for Cause (and other than due to Executive’s employment death or “Disability” (as defined below) or a decision by the Company not to extend the Term as provided in Section 2), or (II) by Executive with Good Reason during the TermReason, the Company then Executive shall be entitled to (1) pay Executive the Accrued ObligationsBenefits and (2) subject to Executive’s execution of a general release of claims in the form attached hereto as Exhibit A (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) (the “Release”) within twenty-one (21) days following such termination of employment, within and the time expiration of any revocation period required with respect to such Release provided by applicable law, and (2) provided that Executive executes and timely returns (and does not revokematerially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (collectively, “Restrictive Covenants”) a release or any other ongoing obligation to which Executive is subject as of claims the date of termination: (i) an amount equal to one (1) times the sum of (x) Executive’s Base Compensation, at the rate in effect on the date of Executive’s termination of employment and (y) the greater of (I) Executive’s annual incentive bonus paid or payable for the last fiscal year of the Company for which the Compensation Committee has determined bonuses for the Company’s executives generally prior to the date of such termination or (II) the average of the Executive’s annual incentive bonuses for the three consecutive fiscal years of the Company ending with the last fiscal year of the Company for which the Compensation Committee has determined bonuses for the Company’s executives generally prior to the date of such termination (or, if less, the average of Executive’s annual incentive bonuses for the entire period of his employment with the Company), such amount to be paid in a form and substance reasonably requested lump sum in the month following the month in which Executive’s Separation from Service (as defined below) occurs; and (ii) each equity-based award granted by the Company (to Executive that is outstanding on the “Release”), pay Executive an amount equivalent date of termination will immediately vest as to (a) any portion of the Base Salary for award that is scheduled to vest with two (2) years (“Salary Continuation”) following the termination date; provided, however, that as to any such award that is subject to performance-based vesting requirements for which the applicable performance period is in progress on the termination date, such award shall remain open until the end of such performance period and, upon a determination thereafter by the Compensation Committee as to the relevant level of performance achieved and (b) the portion of the award eligible to vest based on such determination, Executive will be credited with two (2) times years of continued service, as measured from the date of Executive’s termination of employment, for purposes of applying any Annual Bonus awarded time-based vesting requirements applicable to the award. Any portion of any equity-based award granted by the Company to Executive by the Compensation Committee for the year prior that is not vested after giving effect to the year in which foregoing acceleration provisions shall terminate as of Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination (or, in the case of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end a performance-based award, as of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th Compensation Committee’s determination of the year following the year in which the Termination Date occurs and the second payment being made on March 15th relevant level of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(iperformance achieved). Other than as provided in this Article III, the Company shall not owe Executive any further compensation.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates If Executive’s employment with the Company without Cause hereunder is terminated during the Term or Executive terminates (I) by the Company (A) other than for Cause, and other than due to Executive’s employment with Good Reason during death or “Disability” (as defined below) or (B) as a result of the Company’s non-renewal of the Term, the Company or (II) by Executive with Good Reason, then Executive shall be entitled to (1) pay Executive the Accrued Obligations, within the time period required by applicable law, Benefits and (2) provided that Executive executes and timely returns (and does not revoke) upon Executive’s execution of a general release of claims that is substantially in a the form and substance reasonably requested by the Company attached hereto as Exhibit A (the “Release”), pay and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (including, without limitation, any restricted stock agreement between the Company and Executive (collectively, “Restrictive Covenants”)) or any other ongoing obligation to which Executive is subject as of the date of termination: (i) an amount equivalent equal to the sum of (ax) the Base Salary for two (2) years (“Salary Continuation”) Compensation then in effect and (by) two (2) times any the Target Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs termination occurs, to be paid in equal installments in accordance with the regular payroll practices of the Company over a 12-month period commencing on the first payroll date following the date of termination, but with the first actual payment to be made on the 60th day following the date of termination, which payment shall consist of all amounts otherwise payable to the Executive pursuant to this subsection (i) between the date of termination and the second payment being made 60th day following the date of termination; (ii) an amount equal to (x) the Target Annual Bonus, multiplied by (y) a fraction, the numerator of which is the number of calendar days in such year that Executive was employed hereunder, and the denominator of which is 365 (the “Pro Rata Bonus”), which amount shall be paid in a cash lump sum on March 15th the 60th day following the date of termination; provided, however, in the event that Executive becomes a participant in an annual bonus plan adopted by the Company that is intended to comply with Section 162(m) of the next year. The Company’s obligation to pay Code (the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i“Bonus Plan”). Other than as provided in this Article III, the Company amount shall instead be equal to the annual bonus that the Executive would have been entitled to receive pursuant to the terms and conditions of the Bonus Plan had his employment continued through the applicable payment date, multiplied by the fraction set forth in clause (y) above, and payable at such time as bonuses are paid to employees generally pursuant to the Bonus Plan; and (iii) subject to the applicable terms and conditions of the 2005 Plan and applicable award agreements (but, in each case, only to the extent not owe Executive any further compensationinconsistent with this Agreement), continued vesting (and payment) of all outstanding unvested Equity Awards pursuant to their original vesting (and payment) schedules.

Termination by the Company Without Cause or by Executive With Good Reason. In If the event the Company terminates Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated by the Company without Cause or if the Executive resigns from the Company with Good Reason, then Executive shall be entitled to receive: (i) an amount equal to Executive’s Base Salary through the Termination Date, plus continuation of Executive’s Base Salary for a period of 12 months from and after the Termination Date (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “SeveranceSeverance Period”). The Salary Continuation shall be paid , in equal payments each case payable ratably over such period in regular installments in accordance with the Company’s normal general payroll practicespractices as in effect on the Termination Date; (ii) any Performance Bonus amounts pursuant to Section 3(b) (if any) earned, subject to all required and/or authorized withholdings and deductionsbut not yet paid, with the first payment being made to Executive in respect of the year that ended on or prior to the Termination Date, which amount shall be paid at the same time and on the first regular payroll date same terms it would have been paid pursuant to Section 3(b); (iii) reimbursement of reimbursable expenses incurred on or prior to the first month following the sixtieth Termination Date in accordance with Section 3(e); and (60thiv) day after the effective date of termination reimbursement of Executive’s employment (“Termination Date”) COBRA premiums for continued health insurance coverage for the Executive and the remaining payments being made on the Company’s regular payroll dates thereafter his dependents through the end of the twenty-four-month period immediately Severance Period (such reimbursement to be made promptly upon Executive’s submission of proof of payment by the Executive) or until such earlier date as Executive is eligible for substantially similar health insurance benefits from a subsequent employer, but only if providing such benefit is permitted under applicable law and does not result in excise taxes, fines or penalties for the Company or the Company’s group health insurance plan; in each case, if and only if Executive has executed and delivered to the Company a General Release in form and substance as set forth in Exhibit B (the “General Release”) attached hereto and the General Release has become effective by the date that is sixty (60) days after the Termination Date (the “Required Release Date”), and, in each case, only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of Sections 5 and 6 hereof; and Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of the Employment Period, except as otherwise specifically provided for under the Company’s employee benefit plans or as otherwise expressly required by applicable law. The payments under (i) above shall commence on the first payroll date following the Termination date on which the General Release becomes effective (the “Release Effective Date, ”) and shall continue for the remaining term of the Severance Period; provided that the such first payment shall include any all amounts that otherwise would otherwise have been paid prior to the date the first payment is made had such payments commenced immediately upon the Termination Date. Any amount otherwise payable during under (ii), (iii) or (iv) above prior to the period between Release Effective Date shall be paid on the first payroll date after the Release Effective Date. Notwithstanding the two preceding sentences, if the Termination Date and the Required Release Date are in different calendar years, such payments shall commence or be paid, as the case may be, on the first payroll date of the first payment. The Continued Bonus shall be paid in two second year (2) equal installments with regardless of when the first payment being made on March 15th of the year following the year in which the Termination Release Effective Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(ioccurs). Other than as provided in this Article IIIIn any event, if the General Release is not effective by the Required Release Date, the Company Executive shall not owe Executive any further compensationforfeit all rights to receive the compensation under this Section 4(b).

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which If Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, during the Term, then: (i) The Company will pay the “Continued Bonus”Accrued Obligations to Executive promptly following the effective date of such termination; (ii) The Company will pay Executive a total amount equal to thirty six (the Salary Continuation 36) months of Executive’s then current Base Salary, less applicable taxes and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall deductions; to be paid made in approximately equal payments biweekly installments in accordance with the Company’s normal usual payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date practices over a period of the first month following the sixtieth thirty six (60th36) day months beginning after the effective date of termination of the separation agreement described in Section 4(d); (iii) The Company will continue to provide medical insurance coverage for Executive and Executive’s employment (“Termination Date”) family, subject to the requirements of COBRA and subject to Executive’s payment of a premium co-pay related to the remaining payments being made on coverage that is no less favorable than the Company’s regular payroll dates thereafter through the end premium co-pay charged to active employees of the twenty-four-month period immediately following Company electing the Termination same coverage, for thirty six (36) months from the Separation Date; provided , provided that the first payment Company shall include any amounts that would otherwise have been payable during no obligation to provide such coverage if Executive fails to elect COBRA benefits in a timely fashion or if Executive becomes eligible for medical coverage with another employer. In the event the Company does not provide medical insurance coverage to its employees but instead provides for expense reimbursement in connection with the such premiums, the Company will continue to reimburse Execute for such premiums for a period between the Termination Date of thirty six (36) months; and (iv) That portion of unvested or restricted securities then held by Executive, whether granted herein or subsequently, if any, shall vest and be immediately exercisable as of the date of the first paymentemployment termination. The Continued Bonus All options and shares of restricted stock shall otherwise be paid in two (2) equal installments subject to the terms and conditions of their respective agreements and with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensationapplicable plan.

Termination by the Company Without Cause or by Executive With Good Reason. The Company may terminate Executive’s employment without Cause, or Executive may terminate his employment for Good Reason. In either such event, Executive shall be entitled to the event following compensation: (a) Executive shall be entitled to receive Base Salary earned but unpaid as of the date of Executive’s termination, and any other payments and/or benefits which Executive is entitled to receive under any of the Benefit Plans. These payments will be made within fourteen (14) days after termination. (b) Upon execution of a general release of claims against the Company terminates in a form reasonably acceptable to the Company and after the expiration of any applicable rescission or revocation period, all before the end of the sixty (60) day period following Executive’s termination of employment, he will receive: (i) Base Salary in effect at the time of the termination for the longer of (a) the remainder of the Agreement Period or (b) a period of twelve (12) months following the termination of Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “ReleaseWithout Cause Continuation Period”), pay Executive an amount equivalent to (a) in the manner and at such times as the Base Salary for two otherwise would have been payable to Executive; (2ii) years (“Salary Continuation”) and (b) two (2) times any Annual the total amount of the bonus earned under the Incentive Bonus awarded to Executive by the Compensation Committee Plan for the year prior to the full fiscal year in which Executive’s employment is terminated (the “Continued Bonus”) (termination occurred, as if Executive had been employed on the Salary Continuation and last day of the Continued Bonus fiscal year, payable at the same time as annual bonuses are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with to the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day other executive officers after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs bonus was earned, but no later than 180 days following the end of that year; and (iii) continuation at the second payment being made on March 15th Company’s then share of the next yearexpense for the lesser of (A) the Without Cause Continuation Period, or (B) until Executive obtains comparable replacement coverage, of medical and dental benefits in effect under COBRA as of the date of termination of employment. The Company’s obligation Notwithstanding the foregoing, certain payments under this paragraph (b) may be delayed pursuant to pay the Severance shall immediately cease if Executive becomes associated Section 7.2. (c) Notwithstanding anything stated in any way with other agreement between the Company and Executive that may be construed to the contrary, (i) the Company will cause any unvested portion of Executive’s stock options to immediately vest in full to the extent not already vested, and any such stock options will be exercisable for the full remaining portion of their term, and (ii) Executive’s Equity Appreciation Right Units will vest and be payable in full on the redemption date according to the terms thereof. (d) If the termination results in a Competitor as described below in Article IV.C.(i). Other than as provided in this Article IIIloss of unvested benefits for Executive under any pension or profit sharing plan and/or the Executive Life Insurance Plan, the Company shall not owe will use its best efforts to provide benefits of comparable value to Executive any further compensationduring the Without Cause Continuation Period.

Termination by the Company Without Cause or by Executive With Good Reason. In the event of a Good Leaver Termination due to Company’s termination without Cause or by Executive with Good Reason, subject to entering into a release of claims substantially in the Company terminates form attached as Exhibit C hereto (the “Severance Release”), such Severance Release becoming irrevocable within 30 days (or such longer period as may be required under applicable law in order for all aspects of the Severance Release to be effective) following the Date of Termination (such 30th day (or, if required by law, later final date), the “Severance Release Deadline”) and Executive’s employment compliance with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during obligations hereunder (including Sections 5(h) and 6) and the TermSeverance Release, in addition to the Accrued Obligations, the Company shall provide or pay to Executive compensation and benefits consisting of: (1A) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent A cash payment equal to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any the sum of Executive’s Base Salary and Target Annual Bonus awarded to Executive payable in a lump sum as soon as administratively practicable following the Severance Release Deadline, but in any event by March 15 of the Compensation Committee year following the date of Executive’s Good Leaver Termination. (B) A pro-rated annual incentive bonus for the year prior to the year in which Executive’s employment is terminated of termination (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “SeveranceYear”), with such pro-ration based upon the number of calendar days Executive was employed in the applicable performance year until the date of termination of employment divided by 365. The Salary Continuation shall Pro Rata Bonus will be paid in equal payments determined in accordance with the terms of the Company’s normal payroll practicesapplicable bonus plan with the bonus payment, subject before pro-ration, based upon actual achievement of applicable performance goals for the full year as set by the Committee (on a basis consistent with annual incentive bonuses granted to all required and/or authorized withholdings and deductionsother existing senior executives of the Company), with the first actual bonus payment being made to Executive on determined by the first regular payroll date of Committee in their sole discretion, taking into account actual performance results versus applicable targets established by the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination DateCommittee, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be at such time as bonuses are normally paid but in two (2) equal installments with the first payment being made on no event later than March 15th 15 of the year following the year in which the Termination Date occurs and the second of termination. (C) Subject to Executive’s (i) continued payment being made on March 15th of the next year. The Company’s obligation same percentage of the applicable premiums Executive was paying immediately prior to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(iDate of Termination and (ii) election to receive continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). Other than as provided in this Article III, the Company shall not owe will pay or reimburse Executive any further compensationthe balance of the COBRA premiums during the period Executive continues COBRA continuation coverage.

Termination by the Company Without Cause or by Executive With Good Reason. The Company may terminate Executive’s employment without Cause, or Executive may terminate his employment Good Reason. In either such event, Executive shall be entitled to the event following compensation: (a) Executive shall be entitled to receive Base Salary earned but unpaid as of the date of Executive’s termination, and any other payments and/or benefits which Executive is entitled to receive under any of the Benefit Plans. (b) Upon execution of a general release of claims against the Company terminates in a form reasonably acceptable to the Company and after the expiration of any applicable rescission or revocation period, all before the end of the sixty (60) day period following Executive’s termination of employment, he will receive: (i) Base Salary in effect at the time of the termination for the longer of (a) the remainder of the Agreement Period or (b) a period of twelve (12) months following the termination of Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “ReleaseWithout Cause Continuation Period”), pay Executive an amount equivalent to (a) in the manner and at such times as the Base Salary for two (2) years (“Salary Continuation”) otherwise would have been payable to Executive; and (bii) two (2) times any Annual the total amount of the bonus earned under the Incentive Bonus awarded to Executive by the Compensation Committee Plan for the year prior to the full fiscal year in which Executive’s employment is terminated (the “Continued Bonus”) (termination occurred, as if Executive had been employed on the Salary Continuation and last day of the Continued Bonus fiscal year, payable at the same time as annual bonuses are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with to the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day other executive officers after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and bonus was earned, but no later than 180 days following the second payment being made on March 15th end of the next that year. The Company’s obligation Notwithstanding the foregoing, certain payments under this paragraph (b) may be delayed pursuant to pay the Severance shall immediately cease if Executive becomes associated Section 7.2. (c) Notwithstanding anything stated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, other agreement between the Company and Executive that may be construed to the contrary, (i) the Company will cause any unvested portion of Executive’s stock options to immediately vest in full to the extent not already vested, and any such stock options will be exercisable for the full remaining portion of their term, and (ii) Executive’s Equity Appreciation Right Units will vest and be payable in full on the redemption date according to the terms thereof. (d) Executive shall not owe Executive any further compensation.be entitled to receive the retirement benefits set forth on Exhibit B.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, to, among other things, give effect to the 2001 Arrangements, all Equity Awards shall be governed by the following provisions: (A) All Equity Awards that were granted to Executive by the Company before the date of this Amended and Restated Agreement (the “Continued BonusInitial Equity Awards”) shall become vested as of the day immediately preceding the Termination Date and, in the case of options granted to Executive by the Company on or after May 20, 2008, shall be exercisable until the earlier of the expiration of such Equity Awards or the first anniversary of the Termination Date. Notwithstanding anything in this Section 8(b)(ii)(A) to the contrary, Initial Equity Awards (other than options granted with an exercise price at least equal to the fair market value of the underlying stock on the date of grant) that are intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the Salary Continuation “Code”) shall remain outstanding after the Termination Date and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall vest or be paid in equal payments forfeited in accordance with the Company’s normal payroll practicesterms of the applicable equity award agreements, subject to all required and/or authorized withholdings and deductions, with depending on whether the first payment being made applicable performance goals are satisfied. (B) All Equity Awards that are granted to Executive on or after the date of this Amended and Restated Agreement (the “Subsequent Equity Awards”) that are options shall become vested in full as of the day immediately preceding the Termination Date and, in the case of options granted to Executive by the Company on or after May 20, 2008, shall be exercisable until the earlier of the expiration of such Equity Awards or the first regular payroll date anniversary of the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date. (C) All Subsequent Equity Awards (other than options) that are not intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the Code shall become vested in full as of the date immediately preceding the Termination Date; provided, provided that any delays in the first settlement or payment of such Subsequent Equity Awards that are set forth in the applicable equity award agreement and that are required under Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) shall include any amounts remain in effect. (D) All Subsequent Equity Awards (other than options) that would otherwise have been payable during are intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the period between Code shall remain outstanding after the Termination Date and shall vest or be forfeited in accordance with the date terms of the first payment. The Continued Bonus shall be paid in two (2) equal installments with applicable equity award agreements, if the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensationapplicable performance goals are satisfied.

Termination by the Company Without Cause or by Executive With Good Reason. Notwithstanding anything to the contrary in this Agreement, whether express or implied, the Company may, at any time, terminate Executive's employment for any reason other than Cause (as defined below) by giving Executive at least 60 days' prior written notice of the effective date of termination. In the event Executive's employment hereunder is terminated by the Company terminates other than for Cause or by Executive for Good Reason (as defined below), Executive shall be entitled to receive (y) his Base Salary as he would have received such amounts during the period commencing on the effective date of such termination and ending on the first anniversary of such effective date of termination (the "Salary Continuation Period"), as if Executive were still employed hereunder during the Salary Continuation Period; and (z) if it has not previously been paid to Executive’s , any Bonus to which Executive had become entitled under the Bonus Plan prior to the effective date of such termination. In addition, all of Executive's stock options with respect to the Company's stock shall become immediately and fully exercisable. During the Salary Continuation Period, Executive and his spouse and dependents shall be entitled to continue to be covered by all group medical, health and accident insurance or other such health care arrangements in which Executive was a participant as of the date of such termination, at the same coverage level and on the same terms and conditions which applied immediately prior to the date of Executive's termination of employment, until Executive obtains alternative comparable coverage under another group plan, which coverage does not contain any pre-existing condition exclusions or limitations; provided, however, that if, as the result of the termination of Executive's employment, Executive and/or his otherwise eligible dependents or beneficiaries shall become ineligible for benefits under any one or more of the Company's health benefit plans, the Company shall continue to provide Executive and his eligible dependents or beneficiaries, through other means, with benefits at a level at least equivalent to the level of benefits for which Executive and his dependents and beneficiaries were eligible under such plans immediately prior to the date of Executive's termination of employment. At the termination of the health benefits coverage under the preceding sentence, Executive and his spouse and dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if Executive had terminated employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensationsuch benefits coverage terminates.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, the Executive’s Equity Awards shall be governed by the following provisions: (A) All Equity Awards that were granted to Executive on May 20, 2008 and after the Commencement Date but before the date of this Amended and Restated Agreement (the May 20, 2008 Equity Awards, together with such other awards, the “Initial Equity Awards”) shall become vested (and, in the case of options, shall be exercisable) as of the day immediately preceding the Termination Date to the extent they would have vested on or prior to the first anniversary of the Termination Date, unless the Board or the Committee determines in its sole discretion to accelerate vesting of additional portions of any Initial Equity Awards. In the case of options that become vested and exercisable under the preceding sentence, such option shall remain exercisable until the earlier of the expiration of such Initial Equity Awards or the first anniversary of the Termination Date. Notwithstanding the foregoing provisions of this paragraph, in the event Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason on or after a Change of Control but prior to the first anniversary of a Change of Control, all Equity Awards shall become vested in full as of the day immediately preceding the Termination Date (and, in the case of options, exercisable until the earlier of the expiration of such Equity Awards or the first anniversary of the Termination Date). Furthermore, notwithstanding anything in this Section 8(b)(ii)(A) to the contrary (other than the preceding sentence with respect to a Change of Control), Initial Equity Awards (other than options granted with an exercise price at least equal to the fair market value of the underlying stock on the date of grant) that are intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “SeveranceCode”). The Salary Continuation , and for which the performance period otherwise would have ended on or prior to the first anniversary of the Termination Date, shall remain outstanding after the Termination Date and shall vest or be paid in equal payments forfeited in accordance with the Company’s normal payroll practicesterms of the applicable equity award agreements, subject to all required and/or authorized withholdings and deductions, with depending on whether the first payment being made applicable performance goals are satisfied. (B) All Equity Awards that are granted to Executive on or after the first regular payroll date of this Amended and Restated Agreement (the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination DateSubsequent Equity Awards”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end that are options shall become vested in full as of the twenty-four-month period day immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between preceding the Termination Date and shall be exercisable until the earlier of the expiration of such Subsequent Equity Awards or the first anniversary of the Termination Date. (C) All Subsequent Equity Awards (other than options) that are not intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the Code shall become vested in full as of the date immediately preceding the Termination Date; provided, that any delays in the settlement or payment of such Subsequent Equity Awards that are set forth in the applicable equity award agreement and that are required under Section 409A of the first payment. The Continued Bonus Code and the regulations promulgated thereunder (“Section 409A”) shall be paid remain in two effect. (2D) equal installments with the first payment being made on March 15th All Subsequent Equity Awards (other than options) that are intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the year following the year in which Code shall remain outstanding after the Termination Date occurs and shall vest or be forfeited in accordance with the second payment being made on March 15th terms of the next year. The Company’s obligation to pay applicable equity award agreements, if the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensationapplicable performance goals are satisfied.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) Except as provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”Section 4(b), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which if Executive’s employment is terminated by the Company without “Cause,” as that term is defined in Section 4(e) below, or Executive terminates his employment for “Good Reason,” as that term is defined in Section 4(f) below, Executive shall receive the following, subject to Section 4(g): (i) an amount equal to Executive’s Base Salary on the “Continued Bonus”) (the Salary Continuation date of termination, less taxes and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid withholdings, payable in substantially equal payments installments over a period of 12 months in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with payments commencing with the Company’s first payment being made to Executive on the first regular payroll date of the first month following after the sixtieth (60th) day after the effective date of following Executive’s termination of Executive’s employment (“Termination Date”) employment, and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the such first payment shall include any such amounts that would otherwise have been be due prior thereto; (ii) an amount equal to the full Target Bonus for the year of termination, less taxes and withholdings, payable during in substantially equal installments over a period of 12 months in accordance with the period between Company’s normal payroll practices, with payments commencing with the Termination Date Company’s first payroll after the sixtieth (60th) day following Executive’s termination of employment, and such first payment shall include any such amounts that would be otherwise due prior thereto; (iii) provided that Executive elects to purchase continued healthcare coverage under COBRA, an amount equal to the Company’s portion of the premium for medical and dental benefits under the Company’s group medical and dental plans that the Company was paying on Executive’s behalf on the date of the first payment. The Continued Bonus shall termination (which subsidy will be paid in two (2treated as imputed income) equal installments for a period of 12 months, with the first payment being made commencing on March 15th the Company’s first payroll date after the 60th day following Executive’s termination of employment, and such first payment shall include any such amounts that would otherwise be due prior thereto; (iv) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year following prior to the year in of termination, less taxes and withholdings, which shall be payable on the Termination Date occurs 60th day following Executive’s termination of employment; (v) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive’s termination of employment, less taxes and withholdings, which shall be payable with the second payment being made on March 15th of the next year. The Company’s obligation first payroll after Executive’s termination of employment; and (vi) a lump sum amount equal to pay any unreimbursed business expenses, if any, pursuant to and in accordance with Section 3(e), incurred through the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensationdate of Executive’s termination of employment.

Termination by the Company Without Cause or by Executive With Good Reason. In the event that the Company terminates Executive’s employment with the Company without Cause during the Term Cause, or Executive terminates Executive’s her employment with Good Reason during the TermReason, the Company shall (1) pay Executive the Accrued Obligationsthen, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent subject to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (continued compliance with the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with terms of the Company’s normal payroll practicesProprietary Information, subject Inventions, Non-Solicitation and Non-Competition Agreement, Executive shall receive the following as her sole severance benefits (collectively, the “Severance Benefits”): (i) Executive will continue to all required and/or authorized withholdings and deductions, with receive payments of her base salary at the first payment being made to Executive on the first regular payroll date same rate in effect as of the first month following the sixtieth (60th) day after the termination effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made date, paid on the Company’s regular standard payroll dates thereafter (or in lump sum, at the Company’s discretion) for the first six months of the Severance Period (as defined below), subject to standard payroll deductions and withholdings; (ii) Executive will receive a lump sum payment equal to fifty-percent (50%) of her annual base salary in effect as of the termination effective date, paid on the last day of the Severance Period, subject to standard payroll deductions and withholdings; and (iii) if Executive timely elects to continue Executive’s Company-provided group health insurance coverage pursuant to the federal COBRA law, through the end of the twenty-four-month period immediately following the Termination DateSeverance Period or until such time as Executive qualifies for health insurance benefits through a new employer, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date whichever occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article IIIfirst, the Company will reimburse Executive for the cost of such COBRA premiums to continue health insurance coverage at the same level of coverage for Executive and Executive’s dependents (if applicable) in effect as of the termination date. As a condition of and prior to the receipt of all or any of the Severance Benefits, Executive shall not owe provide the Company with a general release of known and unknown claims, in a form acceptable to the Company and the Executive. Executive any further compensationshall notify the Company in writing immediately upon qualifying for health insurance benefits through a new employer. For purposes of this Agreement, the “Severance Period” is defined as twelve (12) months from the effective termination date.

Termination by the Company Without Cause or by Executive With Good Reason. In (a) The Board (in its sole discretion) shall have the event the Company terminates right to terminate Executive’s employment with the Company immediately without Cause during the Term or by providing Executive terminates written notice of such termination. If Executive’s employment is terminated without Cause or Executive resigns for Good Reason (defined in Section 6.4(c)), then Executive shall be paid the Accrued Obligations and, if Executive complies with all of the obligations in Section 6.4(b) below and, in the case of resignation by the Executive with Good Reason during Reason, Executive has served as the TermCompany’s Chief Executive Officer for a minimum of one year, Executive shall also be eligible to receive the Company shall (1following severance benefits in Sections 6.4(a)(i)-(iv) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “ReleaseSeverance Benefits”). Notwithstanding anything to the contrary, in the event Executive is entitled to Change in Control Severance Benefits under Section 6.5, Executive shall not be entitled to Severance Benefits under this Section 6.4. (i) The Company will pay Executive an amount equivalent equal to (ax) twelve (12) months if Executive was employed by the Base Salary Company for less than two (2) years and (y) eighteen (18) months if Executive was employed by the Company for two (2) years or more of Executive’s then current Base Salary, less all applicable withholdings and deductions (“Severance”), to be paid in equal installments over a period of the number of months of Base Salary Continuation”Executive is receiving, in accordance with the Company’s regular payroll practices beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.4(b) and of this Agreement), with the first installment including any amount of the Severance that would otherwise have been due prior to the Release Effective Date. (bii) two (2) times The Company will pay Executive the prior year’s Annual Bonus if the termination occurs after such calendar year but prior to payment of any Annual Bonus awarded relating to such prior calendar year, provided such Annual Bonus would have otherwise been payable to Executive had Executive remained employed by the Compensation Committee Company, which will be paid to Executive less applicable deductions and withholdings when such prior year Annual Bonuses are otherwise paid. (iii) The Company will pay Executive a pro-rata amount of the Annual Bonus relating to the year of termination that Executive would have received had Executive remained employed through the date such Annual Bonus is paid, which payment shall be equal to (i) the Annual Bonus, if any, that Executive would have earned for the year prior to the calendar year in which Executive’s employment termination occurs based on achievement of the applicable performance goals for the Annual Bonus; and (ii) a fraction, the numerator of which is terminated the number of days Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Continued Pro-Rata Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation Pro-Rata Bonus shall be paid on or around the date that the Annual Bonus is paid to other employes and shall be subject to standard payroll deductions and withholdings. (iv) During the Benefit Continuation Period (as defined below), the Company will provide (or cause to be provided) continued participation by Executive and his eligible dependents in the health, dental and vision benefit plans in which Executive participated immediately prior to the termination on the same basis (and cost) as Grantee and his eligible dependents were participating immediately prior to the termination if possible under the terms of such benefit plans; provided, that if the provision of such continued benefits is not possible under the terms of such benefit plans or if the Company determines that the provision of such continued benefits would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986 (the “Code”), or otherwise result in adverse tax consequences or violate applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then, in lieu of providing the coverage described above, the Company will instead pay fully taxable cash payments in substantially equal payments installments for the remaining Benefit Continuation Period in accordance with the Company’s normal payroll practicesschedule in an amount equal to the product of (A) the applicable premium for such health, subject to all dental and/or vision benefit (less any amount Grantee would have paid as an active employee for such coverage) and (B) the number of months in the Benefit Continuation Period. Benefit Continuation shall be provided concurrently with any health care benefit required and/or authorized withholdings and deductions, under COBRA. The “Benefit Continuation Period” shall be twelve (12) months if Executive was employed with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in Company for less two (2) equal installments years and shall be eighteen (18) months if Executive was employed by the Company for two (2) years or more. (b) Notwithstanding anything to the contrary, Executive shall only be entitled to receive the Severance Benefits pursuant to Section 6.4(a) of this Agreement if: (i) by the 60th day following the date of Executive’s termination of employment from the Company, Executive has signed, returned to the Company and not revoked a general release of claims in favor of the Company and its affiliates and representatives, in a form presented by the Company, a release which includes only language necessary to effectuate a global release of claims (the “Release”); (ii) if Executive holds any other positions with the first payment being made Company or any affiliate, including a position on March 15th the Board, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); and (iii) Executive complies with Executive’s post-termination obligations under this Agreement. (c) For the purposes of Sections 6.4 and 6.5, “Good Reason” shall mean the occurrence of any of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Companyevents without Employee’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensation.consent:

Termination by the Company Without Cause or by Executive With Good Reason. In the event the The Company terminates may terminate Executive’s employment with the Company without Cause during the Term or Cause, at any time, upon 30 days’ prior written notice to Executive. Executive terminates Executive’s may terminate his employment with Good Reason during the Term, upon 30 days’ prior written notice to the Company (during which period Executive shall, if requested in writing by the Company, continue to perform his duties as specified under this Agreement). If either of the foregoing termination events occur, Executive shall be entitled to receive the following: (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and if such termination occurs prior to a Change of Control (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”as hereinafter defined), pay Executive shall be entitled to receive an amount equivalent equal to (a) the his then annual Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination plus 100% of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination DateTarget Bonus, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following for the year in which the Termination termination occurs, if such Target Bonus has been established by the Compensation Committee, each amount payable in 12 equal monthly payments beginning on the first monthly anniversary of his termination of employment; or (2) if such termination occurs upon or within 12 months following a Change of Control, Executive shall be entitled receive an amount equal to two times his then annual Base Compensation, payable in 24 equal monthly payments beginning on the first monthly anniversary of his termination of employment, plus 100% of Executive’s Target Bonus, if any, for the year in which the termination occurs, if such Target Bonus has been established by the Compensation Committee, payable in 12 equal monthly payments beginning on the first monthly anniversary of his termination of employment. For purposes of this Agreement, “Good Reason” shall mean: (i) a substantial reduction in Executive’s responsibilities, which change materially reduces Executive’s stature, importance and dignity within the Company; (ii) the relocation of the Company’s business operations, without the consent of Executive, to a location more than 50 miles from the Company’s current corporate headquarters; or (iii) the Company’s material breach of a material provision of this Agreement, which breach shall remain uncured for 30 days after written notice of such breach shall have been given to the Company. For purposes of this Agreement, “Change of Control” shall mean any one of the following: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than a stockholder of the Company immediately prior to the IPO Date occurs or a limited partner of Sunrise Capital Partners, L.P., becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities of the Company; (ii) the consummation of any merger or consolidation of the Company with another corporation in which the stockholders of the Company immediately prior to the merger or consolidation will not beneficially own immediately after the merger or consolidation shares entitling such stockholders to 50% or more of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), or where the members of the Board immediately prior to the merger or consolidation would not immediately after the merger or consolidation constitute a majority of the board of directors of the surviving corporation; (iii) the consummation of a sale or other disposition of all or substantially all of the assets of the Company to an entity that is not either a subsidiary of the Company or an entity whose stockholders and other equity holders, individually, have the same equity interests in the Company and the second payment being made on March 15th acquiring company; or (iv) a liquidation or dissolution of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensation.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates If Executive’s employment with the Company without Cause hereunder is terminated during the Term or Executive terminates (I) by the Company (A) other than for Cause, and other than due to Executive’s employment with Good Reason during death or “Disability” (as defined in Section 5(f) hereof) or (B) as a result of the Company’s non-renewal of the Term, the Company or (II) by Executive with Good Reason, then Executive shall be entitled to (1) pay Executive the Accrued Obligations, within the time period required by applicable law, Benefits and (2) provided that Executive executes and timely returns (and does not revoke) upon Executive’s execution of a general release of claims that is substantially in a the form and substance reasonably requested by the Company attached hereto as Exhibit A (the “Release”), pay and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive does not materially breach the restrictive covenants set forth in Section 6 hereof or in any other agreement between Executive and the Company or to which Executive is a party (including, without limitation, any restricted share agreement or other equity award agreement between the Company and Executive (collectively, “Restrictive Covenants”)) or any other ongoing obligation to which Executive is subject as of the date of termination: (i) an amount equivalent equal to the sum of (ax) the Base Salary for two (2) years (“Salary Continuation”) Compensation then in effect and (by) two (2) times any the Target Annual Bonus awarded to Executive by the Compensation Committee for the year prior in which the termination occurs, to be paid in equal installments in accordance with the regular payroll practices of the Company over a twelve (12) month period commencing on the first payroll date following the date of termination, but with the first actual payment to be made on the 60th day following the date of termination, which payment shall consist of all amounts otherwise payable to Executive pursuant to this subsection (i) between the date of termination and the 60th day following the date of termination; (ii) an amount equal to (x) the annual bonus that Executive would have been entitled to receive pursuant to the terms and conditions of the annual bonus plan adopted by the Company (the “Bonus Plan”) had his employment continued through the applicable payment date based on actual achievement of the performance criteria established with respect to the year in which Executive’s employment the termination occurs, multiplied by (y) a fraction, the numerator of which is terminated (the “Continued Bonus”) (the Salary Continuation number of calendar days in such year that Executive was employed hereunder, and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation denominator of which is 365, which amount shall be paid in equal payments a cash lump sum at such time as bonuses are paid to employees generally pursuant to the terms of the Bonus Plan; and (iii) subject to the applicable terms and conditions of the 2014 Plan (or any applicable predecessor or successor plan) and applicable award agreements (but, in each case, only to the extent not inconsistent with this Agreement), (A) any outstanding time-based restricted shares held by Executive that were granted prior to the Effective Date shall continue to vest following the date of termination pursuant to their original vesting schedules, (B) any outstanding time-based restricted shares held by Executive that are granted after the Effective Date shall immediately vest on the date of termination, and (C) any outstanding unvested performance share units and any other unvested equity-based awards held by Executive shall be treated in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings terms and deductions, with the first payment being made to Executive on the first regular payroll date conditions of the first month following applicable award agreement, except that for performance share awards contemplated by this agreement, the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus service component shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensationdeemed satisfied.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to: (a) a single sum cash amount, payable on the “Continued 60th day following his Termination Date, in an amount equal to (i) two times (ii) the sum of (1) his Salary as in effect immediately prior to the Termination Date and (2) the average Annual Cash Bonus that Executive received for each of the three preceding calendar years, provided, however, that if Executive is not employed for a sufficient time to have received three Annual Cash Bonuses, such calculation will assume that a target Annual Cash Bonus (or if the termination takes place in 2010, then $255,000, which is the minimum bonus payment in the case of a termination in 2010), was paid in each missing year and, provided further, that if Executive is terminated during the first six months of the Company’s fiscal year, then the prior year’s Annual Cash Bonus shall be disregarded if less than the average of the other two preceding years; (b) a Pro-Rata Annual Cash Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall , such amount to be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made a cash lump sum to Executive on the first regular payroll date his Annual Cash Bonus for the year of termination would have been paid if his employment hereunder had continued; (c) an immediate 100% vesting of the Sign-On Awards and an additional twenty-four months of vesting, exercisability and non-forfeitability service credited, as of the Termination Date, for any other outstanding equity or equity-based award, including but not limited to any outstanding Annual Equity Award or Discretionary Equity Award (with vested stock options remaining exercisable throughout the period ending on the first month following to occur of (A) the second anniversary of the Executive’s Termination Date; or (B) the end of their maximum stated term); (d) the Accrued Obligations; and (e) a single sum cash amount (payable to Executive on the sixtieth (60th) day after following the effective date Termination Date subject to the six-month delay provided under Section 8.2, as applicable) equal to the cost of termination continuation of Executivehealth and dental benefits under the Employer’s employment health plan to which Executive is entitled as of the Termination Date for a period of 24 months, and to the extent permissible under applicable law and under any insurance policy insuring the Employer’s health plan (“Termination Date”) and if any), continued coverage under the remaining payments being made Employer’s health plan with the full cost payable by the Executive for a period of 24 months commencing on the Company’s regular payroll dates thereafter through the end first day of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensation.

Termination by the Company Without Cause or by Executive With Good Reason. In the event If (i) the Company terminates Executive without Cause (as defined below), or (ii) Executive terminates for Good Reason (as defined below), then, upon Executive’s employment with Termination of Employment (as defined below), Executive shall be entitled to the following (in lieu of any other severance benefits under any of the Company without Cause during the Term employee benefit plans, programs or Executive terminates policies but in addition to benefits under Section 4(h)): (x) continuation of Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within Base Salary as in effect at the time of termination for a period required by applicable lawof twenty-four (24) months, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments payable in accordance with the Company’s normal payroll practices, practices and subject to all such withholding and other taxes as may be required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on or otherwise permissible under the Company’s regular payroll dates thereafter through practices or policies; (y) any unpaid amounts in respect of Bonuses earned in the end most recently completed year, which shall be paid within thirty (30) days of the twentyTermination of Employment; and (z) pro-four-month period immediately following rated portions of the Termination Date, provided that the first payment shall include any amounts Bonuses that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments earned with the first payment being made on March 15th of the year following respect to the year in which the Termination Date occurs of Employment occurred (based on actual Company performance for the entire year and pro-rated for the second payment being made on March 15th amount of the next year Executive was employed by the Company), which shall be paid within two and one-half (2 1⁄2) months of the end of such year. The Company’s Company shall have no obligation to pay make any such payments or to provide the Severance shall immediately cease benefits contemplated by Section 4(h) if (i) Executive becomes associated violates any of the provisions of Section 6 of this Agreement, or (ii) Executive does not execute and deliver to the Company a general release in form and substance satisfactory to the Company of any way with and all claims he may have against the Company, its Affiliates and former Affiliates within forty (40) days following Executive’s Termination of Employment, including a Competitor as described below period of seven (7) days in Article IV.C.(i)which to revoke such general release. Other than as Executive waives Executive’s rights, if any, to have the payments provided for under this Section 4(b) taken into account in computing any other benefits payable to, or on behalf of, Executive by the Company. Notwithstanding anything to the contrary in this Article IIIAgreement, if a change in control of the Company shall not owe occurs (as defined in the principal Stock Plan in effect at the time of such termination), neither the Company nor any acquirer of the Company will have any obligation under Section 3(f)(2) of this Agreement in connection with such change in control unless Executive’s employment is terminated without Cause or Executive any further compensationterminates for Good Reason within six (6) months prior to or two (2) years following such change in control. For the purposes of this Agreement, “Termination of Employment” means the date on which Executive’s “separation from service” occurs within the meaning of Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).